UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934
         For the quarterly period ended: November 30, 2002

[ ]      TRANSITION REPORT UNDER SECTION 13 OF 15(D) OF THE EXCHANGE ACT
         For the transition period from _______________ to ________________


                         Commission file number 0-28627


                           PRAXIS PHARMACEUTICALS INC.
        (Exact name of small business issuer as specified in its charter)


                 UTAH                                 87-0393257
    (State or other jurisdiction of                   (IRS Employer
     incorporation or organization)                   Identification No.)

       600 - 595 HORNBY STREET, VANCOUVER, BRITISH COLUMBIA V6C 1A4 CANADA
                    (Address of principal executive offices)


                                 (604) 688-6050
                           (Issuer's telephone number)


                                 NOT APPLICABLE
      (Former name, former address and former fiscal year, if changed since
                                  last report)


    State the number of shares outstanding of each of the issuer's classes of
                common equity, as of the latest practicable date:
            14,392,069 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                NOVEMBER 30, 2002


 Transitional Small Business Disclosure Format (check one);  Yes       No   X
                                                                 -----    -----


<page>












                          PRAXIS PHARMACEUTICALS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                NOVEMBER 30, 2002

                           (EXPRESSED IN U.S. DOLLARS)





                                    UNAUDITED




<page>

STEELE & CO.*
CHARTERED ACCOUNTANTS
*Representing incorported professionals

                     SUITE 808       TELEPHONE:  (604) 687-8808
      808 WEST HASTINGS STREET       TELEFAX:  (604) 687-2702
VANCOUVER, B.C. CANADA V6C 1C8       EMAIL:  email@steele-co.ca





INDEPENDENT ACCOUNTANTS' REPORT


TO THE BOARD OF DIRECTORS OF
PRAXIS PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)



We  have  reviewed  the  accompanying   consolidated  balance  sheet  of  Praxis
Pharmaceuticals,  Inc. (a development stage company) as of November 30, 2002 and
the related interim  consolidated  statements of operations and deficit and cash
flow for the six months  ended  November  30,  2002 and 2001 and  cumulative  to
November  30,   2002.   These   consolidated   financial   statements   are  the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the accompanying interim  consolidated  financial statements in order
for them to be in conformity with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards, the consolidated balance sheet of Praxis Pharmaceuticals,  Inc. as of
May 31, 2002 and the related  consolidated  statements of operations and deficit
and cash flow for the year then ended (not presented herein);  and in our report
dated August 27, 2002, we expressed an  unqualified  opinion on those  financial
statements.  In our  opinion,  the  information  set  forth in the  accompanying
consolidated  balance sheet as of May 31, 2002 is fairly stated, in all material
respects,  in  relation  to the  financial  statements  from  which  it has been
derived.


                                                           /s/ STEELE & CO.

Vancouver, Canada                                          "STEELE & CO."
January 16, 2003                                           CHARTERED ACCOUNTANTS


<page>


PRAXIS PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN U.S. DOLLARS)


<table>
<caption>
                                                                   NOVEMBER 30             MAY 31
                                                                       2002                 2002
                                                                       ----                 ----

                                                              <C>                  <C>
ASSETS
  CURRENT
    CASH (NOTE 3)                                                $      21,342        $    46,655
    OTHER RECEIVABLE                                                     2,424              7,063
                                                                 --------------       ------------
                                                                        23,766             53,718
  INVESTMENTS                                                                2                  2
                                                                 --------------       ------------

                                                                 $      23,768        $    53,720
                                                                 ==============       ============

LIABILITIES
  CURRENT
    ACCOUNTS PAYABLE                                             $      83,333        $   110,286
    OWING TO RELATED PARTIES                                             8,098              2,974
                                                                 --------------       ------------
                                                                        91,431            113,260
                                                                 --------------       ------------

STOCKHOLDERS' EQUITY
  SHARE CAPITAL (NOTE 2)
    AUTHORIZED
         50,000,000 COMMON SHARES WITH A PAR VALUE
                     OF $.001 PER SHARE

         10,000,000 PREFERRED SHARES WITH A PAR
                     VALUE OF $.001 PER SHARE

    ISSUED AND PAID IN CAPITAL
         14,392,069 COMMON SHARES
        (13,362,069 COMMON SHARES - MAY, 2002)                       1,262,207          1,212,057
  SHARE SUBSCRIPTIONS                                                  115,000             25,000
  DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE                  (1,444,870)        (1,296,597)
                                                                 --------------       ------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                (67,663)           (59,540)
                                                                 --------------       ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $      23,768        $    53,720
                                                                 ==============       ============
</table>

APPROVED BY THE DIRECTORS


----------------------------------


----------------------------------
UNAUDITED

       THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
                              FINANCIAL STATEMENTS


<page>



PRAXIS PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
(EXPRESSED IN U.S. DOLLARS)

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT


<table>
<caption>
                                                        CUMULATIVE TO             SIX MONTHS ENDED
                                                         NOVEMBER 30       NOVEMBER 30       NOVEMBER 30
                                                            2002               2002              2001
                                                            ----               ----              ----

                                                    <C>                <C>               <C>
PROJECT EXPENSES
  RESEARCH AGREEMENT AMENDMENT                         $       45,000     $          -      $          -
  RESEARCH COSTS                                              255,883                -            26,487
  PATENT COSTS                                                  9,734            1,024               995
  RELATED PARTY CONSULTING FEES                               161,009           25,000            38,140
  RECOVERED COSTS
    CASH                                                     (135,594)               -                 -
    INVESTMENT CONSIDERATION                                  (26,000)               -                 -
  ROYALTIES                                                    46,002           29,068                 -
                                                       ---------------    -------------     -------------

                                                              356,034           55,092            65,622
                                                       ---------------    -------------     -------------

ADMINISTRATION
  BANK CHARGES AND EXCHANGE                                    19,711            2,032              (340)
  CONSULTING                                                  257,858                -            39,265
  FINDERS FEES                                                  7,500                -                 -
  INTEREST ON CONVERTIBLE DEBENTURES                           16,667                -                 -
  OFFICE AND SECRETARIAL                                       49,930            6,697             7,131
  PROFESSIONAL FEES                                           192,790           31,198            17,754
  PROMOTION AND TRAVEL                                        330,214           23,619            32,439
  RELATED PARTY ADMINISTRATION                                199,354           73,237            12,000
  GAIN ON SALE OF INVESTMENTS                                (137,336)         (43,602)          (57,434)
                                                       ---------------    -------------     -------------

                                                              936,688           93,181            50,815
                                                       ---------------    -------------     -------------

LOSS FROM OPERATIONS                                        1,292,722          148,273           116,437
EQUITY SHARE IN LOSS OF INVESTEES                              26,998                -                 -
                                                       ---------------    -------------     -------------

NET LOSS FOR THE PERIOD                                     1,319,720          148,273           116,437
DEFICIT BEGINNING OF THE PERIOD                                     -        1,296,597         1,143,774
REORGANIZATION COSTS                                          125,000                -                 -
LOSS ON SALE OF TREASURY SHARES                                   150                -               150
                                                       ---------------    -------------     -------------

DEFICIT END OF THE PERIOD                              $    1,444,870     $  1,444,870      $  1,260,361
                                                       ===============    =============     =============

BASIC LOSS PER SHARE                                                      $        .01      $        .01
                                                                          =============     =============

WEIGHTED AVERAGE NUMBER OF                                                  11,975,334        13,195,402
 OUTSTANDING COMMON SHARES                                                =============     =============

UNAUDITED
</table>



       THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
                              FINANCIAL STATEMENTS


<page>



PRAXIS PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
(EXPRESSED IN U.S. DOLLARS)

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOW

<table>
<caption>
                                                        CUMULATIVE TO             SIX MONTHS ENDED
                                                         NOVEMBER 30       NOVEMBER 30       NOVEMBER 30
                                                            2002               2002              2001
                                                            ----               ----              ----

                                                    <C>                <C>               <C>

CASH PROVIDED (USED) BY

  OPERATING ACTIVITIES

    NET LOSS FOR THE PERIOD                            $   (1,319,720)    $   (148,273)     $   (116,437)
    NON-CASH ITEMS
      GAIN ON SALE OF INVESTMENTS                            (137,336)         (43,602)          (57,434)
      INVESTMENT CONSIDERATION FOR
        RECOVERED COSTS                                       (26,000)                                 -
      ISSUE OF SHARES AND SUBSCRIPTIONS
        FOR SERVICES                                          362,708           70,500            25,000
        FOR RESEARCH AGREEMENT                                 45,000                -                 -
      INTEREST ON CONVERTIBLE DEBENTURES                       16,667                -                 -
      EQUITY SHARE IN LOSS OF INVESTEES                        26,998                -                 -
    CHANGE IN NON-CASH OPERATING ITEMS
      OTHER RECEIVABLE                                         (2,424)           4,639            (5,338)
      ACCOUNTS PAYABLE                                         83,333            3,047            13,119
                                                       ---------------    -------------     -------------

                                                             (950,774)        (113,689)         (141,090)
                                                       ---------------    -------------     -------------

  INVESTING ACTIVITIES

    INVESTMENT IN EQUITY AFFILIATE                             (1,000)               -                 -
    PROCEEDS ON SALE OF INVESTMENTS
     AND TREASURY SHARES                                      137,186           43,602            57,284
                                                       ---------------    -------------     -------------

                                                              136,186           43,602            57,284
                                                       ---------------    -------------     -------------

  FINANCING ACTIVITIES

    OWING TO RELATED PARTIES                                    8,098            5,124            (8,884)
    SHARE CAPITAL ISSUED
      FOR CASH                                                872,292           39,650            50,000
      FOR CONVERSION OF DEBENTURES                             50,000                -                 -
    SHARE SUBSCRIPTIONS                                             -                -                 -
    REORGANIZATION COSTS                                      (94,460)               -                 -
                                                       ---------------    -------------     -------------

                                                              835,930           44,774            41,116
                                                       ---------------    -------------     -------------

CHANGE IN CASH FOR THE PERIOD                                  21,342          (25,313)          (42,690)
CASH BEGINNING OF THE PERIOD                                        -           46,655           100,779
                                                       ---------------    -------------     -------------

CASH END OF THE PERIOD                                 $       21,342     $     21,342      $     58,089
                                                       ===============    =============     =============

UNAUDITED
</table>


       THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
                              FINANCIAL STATEMENTS



<page>



PRAXIS PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS - NOVEMBER 30, 2002


1.   BASIS OF PRESENTATION

     The interim consolidated  financial  statements of Praxis  Pharmaceuticals,
     Inc.   (Praxis)  include  the  accounts  of  Praxis  and  its  wholly-owned
     subsidiaries,  Praxis Pharmaceuticals Inc., a Nevada corporation and Praxis
     Pharmaceuticals (International) Pty. Limited., a private company registered
     in Australia. These financial statements have been prepared under generally
     accepted accounting  principles  applicable to interim financial statements
     and  therefore  do not  include  all the  disclosures  required  for annual
     financial  statements.  Accordingly,  these interim consolidated  financial
     statements   should  be  read  in  conjunction   with  the  audited  annual
     consolidated  financial  statements  for the year  ended  May 31,  2002 and
     included  with  Praxis'  annual  report on Form  10-KSB.  In the opinion of
     management, these financial statements contain all adjustments necessary to
     present fairly the financial position,  results of operations and cash flow
     for the six-month periods ended November 30, 2002 and 2001. Interim results
     of operations are not  necessarily  indicative of the results of operations
     for the full year.

2.   SHARE CAPITAL

     a.  Authorized

           50,000,000   Common shares with a par value of $.001 per share
           10,000,000   Preferred shares with a par value of $.001 per share

     b.  Issued and Paid In Capital

                                                     SHARES        CONSIDERATION

           Balance at May 31, 2002                 13,362,069      $  1,212,057

           Issued during the period
              For exercise of stock options
                 @ $.08                               200,000            16,000
                 @ $.14                                50,000             7,000
                 @ $.035                              430,000            15,050
                 @ $.035 for services                 300,000            10,500
              For private placement                    50,000             1,600
                                                 -------------     -------------

           Balance November 30, 2002               14,392,069      $  1,262,207
                                                 =============     =============

     c.  Incentive Stock Options and Warrants

         The exercise  price of stock options is not less than the quoted market
         value of the shares on the date the options  were  granted or repriced.
         Accordingly,  no stock option  compensation  has been recognized in the
         financial statements.




UNAUDITED



<page>


PRAXIS PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS - NOVEMBER 30, 2002


2.   SHARE CAPITAL (CONTINUED)

     c.  Incentive Stock Options and Warrants (Continued)


<table>
<caption>
    OUTSTANDING                                        OUTSTANDING
      MAY 31             ISSUED/                       NOVEMBER 30,
       2002              LAPSED      EXERCISED            2002
       ----              ------      ---------            ----

                   <C>            <C>              <C>              <C>
     1,332,220         (1,332,220)           -                   -     $.15 to January 9, 2006 (cancelled)
       300,000                  -            -             300,000     $.10 to May 24, 2006
       750,000                  -      (50,000)            700,000     $.14 to November 1, 2004
       200,000                  -     (200,000)                  -     $.08 to April 2, 2005
             -          1,550,000     (730,000)            820,000     $.035 to August 16, 2005
             -            500,000            -             500,000     $.031 to November 14, 2005
    ----------        -----------    ----------       ------------
     2,582,220            717,780     (980,000)          2,320,000
    ==========        ===========    ==========       ============
</table>

     d.  Share Subscriptions and Private Placements

         Research and development  services of $50,000 provided by two directors
         were paid  subsequent  to the period end by the  issuance of  1,612,904
         common shares at $.031 per share.

         Related  party  administration  fees  payable of $65,000  were  settled
         subsequent  to the period end by the  issuance of  2,096,774  shares at
         $.031 per share.

         The  director's  have  approved a private  placement of up to 2,000,000
         common shares at $.032/share (50,000 shares issued).

3.   SEGMENTED INFORMATION

     a.  Cash

         The Company maintains its cash balance in U.S., Canadian and Australian
         currencies.  At the period end,  the U.S.  dollar  equivalents  were as
         follows:


                                                 AUGUST 31            MAY 31
                                                   2002                2002
                                                   ----                ----

            Canadian dollars                   $       330         $       -
            U.S. dollars                            17,942                12
            Australian dollars                       3,070            46,643
                                               -----------         ---------

                                               $    21,342         $  46,655
                                               ===========         =========

     b.  Geographic Segments

         The  Company's  activities  are  all in the  one  industry  segment  of
         research and development of pharmaceutical  products.  The research and
         development is carried out in Australia.




UNAUDITED



<page>




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following  discussion  of the financial  condition and results of operations
for  Praxis  should  be read in  conjunction  with  the  accompanying  financial
statements and related footnotes.

GENERAL

The   Company's   business  is  the   development   and   commercialization   of
non-prescription   therapeutics   and   nutraceuticals   designed   to   prevent
inflammation  and their  sequelae,  and the  development  of cosmetics  for skin
conditions.  To date,  Praxis has not generated any revenues from product sales,
royalties or license fees.  Praxis plans to develop  novel drugs and  cosmetics,
and to  commercialize  these  products  through the  formation of  partnerships,
strategic  alliances and license  agreements  with  pharmaceutical  and cosmetic
companies.

It is expected that the  profitability  and  financial  viability of the Company
will  ultimately  rest with the corporate  alliances it can obtain.  The Company
expects  to incur  significant  operating  losses  over at least the next  three
years. It is likely that these losses may increase in the future as the research
and development and clinical trials continue.  The Company's  profitability will
ultimately  depend upon its ability to reach  development and obtain  regulatory
approval for its products,  and to enter into alliances to develop,  manufacture
and market the  products.  There is no  guarantee  that the Company will ever be
profitable.

Praxis' near-term goals are to raise the funds necessary for working capital and
to develop  strategic  alliances with  established  pharmaceutical  companies in
order to conduct clinical trials and to market approved therapeutics.

RESULTS OF OPERATIONS

The Company continues to incur losses from operations.  The net loss for the six
months ended  November 30, 2002 was $148,273 as compared to $116,437  during the
comparable  six-month period in 2001.  During 2002,  project expenses  decreased
from  $65,622  in  2001  to  $55,092,  but  administration   expenses  increased
significantly in 2002.

During 2002,  the Company  realized a gain of $43,602 from the sale of Fairchild
International  stock,  thereby  reducing  its net loss for the six months  ended
November 30,  2002.  In 2001,  the gain on sale of Fairchild  stock was $57,434.
Without  giving effect to this gain,  administration  expenses were $136,783 for
the six months  ended  November  30,  2002.  This  compares to $108,249  for the
comparable period in 2001. During 2002,  related party  administration  expenses
increased 510% from $12,000 in 2001 to $73,237.  In addition,  professional fees
increased 76% from $17,754 in 2001 to $31,198 in 2002. The increased expenses in
2002 reflect a more active search on management's part to find industry partners
to help develop the Company's applications.

This most recent loss has increased the deficit  accumulated since the inception
of the Company to $1,444,870 at November 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

Since inception,  the primary source of funding for Praxis'  operations has been
the private sale of its securities.  Through  November 30, 2002, the Company has
sold stock for cash of $872,292.  The sale of Fairchild shares has provided cash
of $137,336.  For the six months ended  November 30, 2002,  cash provided by the
sale of Fairchild  stock and the sale of the  Company's  stock and related party
advances  of  $5,124  totaled  $88,376,  offsetting  $113,689  of  cash  used in
operating activities.

                                       9

<page>


At November 30, 2002, the Company's working capital was a deficit of $67,665, as
compared  to a deficit of  $59,542  at May 31,  2002.  The  decrease  in working
capital was due primarily to the decrease in cash used for operations.

Until such time as the Company obtains agreements with third-party  licensees or
partners  to  provide  funding  for  the  Company's   anticipated  research  and
development  activities,  the Company will be dependent  upon  proceeds from the
sale of  securities.  Further,  substantial  funds will be  required  before the
Company is able to generate revenues sufficient to support its operations. There
is no assurance that the Company will be able to obtain such additional funds on
favorable  terms, if at all. The Company's  inability to raise  sufficient funds
could  require  it to  delay,  scale  back or  eliminate  certain  research  and
development programs.

The report of the Company's independent auditors on the financial statements for
the year ended May 31, 2002,  includes an explanatory  paragraph relating to the
uncertainty of the Company's ability to continue as a going concern.  Praxis has
suffered losses from operations,  requires  additional  financing,  and needs to
continue  the  development  of its  products.  Ultimately  the Company  needs to
generate revenues and successfully attain profitable  operations.  These factors
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  There  can  be no  assurance  that  it  will  be  able  to  develop  a
commercially  viable  product.  Even  if the  Company  were  able to  develop  a
commercially  viable  product,  there is no  assurance  that it would be able to
attain profitable operations.

PLAN OF OPERATION

The Company  requires  cash to support its  operations  for at least the next 12
months.  The sale of Fairchild common stock may provide  additional  proceeds to
fund operational  costs.  Praxis does not anticipate any change in the number of
employees or the acquisition of plant or equipment in the next 12 months.  It is
the intention of  management  to seek an alliance  with a larger  pharmaceutical
company  to provide  continued  support  for the  development  of the  Company's
technology targeted at wrinkles.

FORWARD-LOOKING STATEMENTS

Certain  statements  in this  Quarterly  Report on Form 10-QSB and the Company's
Annual  Report on Form 10-KSB for its fiscal year ended May 31, 2002, as well as
statements  made by the Company in periodic press  releases and oral  statements
made by the Company's  officials to analysts and  shareholders  in the course of
presentations about the Company, constitute "forward-looking  statements" within
the  meaning of the  Private  Securities  Litigation  Reform  Act of 1995.  Such
forward-looking statements involve known and unknown risks,  uncertainties,  and
other factors that may cause the actual results,  performance or achievements of
the Company to be materially  different from any future results,  performance or
achievements  expressed  or  implied by the  forward  looking  statements.  Such
factors  include,   among  other  things,  (1)  general  economic  and  business
conditions;  (2) interest rate changes;  (3) the relative  stability of the debt
and equity markets; (4) government regulations particularly those related to the
pharmaceutical industry; (5) required accounting changes; (6) disputes or claims
regarding the Company's  intellectual property interests;  and (7) other factors
over which the Company has little or no control.


ITEM 3.  CONTROLS AND PROCEDURES

The Company has  recently  evaluated  its internal  controls.  As of January 20,
2003, there were no significant corrective actions taken by the Company or other
changes  made to these  internal  controls.  Management  of the Company does not
believe  there were  changes in other  factors that could  significantly  affect
these controls subsequent to the date of the evaluation.



                                       10


<page>


                           PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

           Not Applicable.

ITEM 2.    CHANGES IN SECURITIES

           During the quarter ended  November 30, 2002,  the  registrant  issued
           50,000  shares of common  stock to Brian  Main in  consideration  for
           $1,600 in a private placement.

           The registrant  authorized the issuance of 1,612,904 shares of common
           stock to Brett  Charlton  and William  Cowden,  former  officers  and
           directors of the registrant,  for research and  development  services
           and  2,096,774  shares  of  common  stock to David  Stadnyk,  Winston
           Cabell,  and David Jeffery for services.  Messrs.  Stadnyk and Cabell
           are  officers  and  directors  of the  registrant.  These shares were
           issued subsequent to November 30, 2002.

           All of these sales of stock were made in  reliance  on the  exemption
           from registration contained in Section 4(2) of the Securities Act. No
           underwriters were used

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

           Not Applicable.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           Not Applicable.

ITEM 5.    OTHER INFORMATION

           Not Applicable.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

           A)       EXHIBITS

--------------------------------------------------------------------------------
REGULATION                                                           SEQUENTIAL
S-B NUMBER                     EXHIBIT                               PAGE NUMBER
--------------------------------------------------------------------------------
   2.1        Stock Exchange Agreement with Micronetics, Inc. (1)       N/A
--------------------------------------------------------------------------------
   3.1        Articles of Incorporation, as amended and restated (1)    N/A
--------------------------------------------------------------------------------
   3.2        Bylaws (1)                                                N/A
--------------------------------------------------------------------------------
  10.1        Exclusive Licence Agreement dated October 14, 1999        N/A
              between Anutech Pty Ltd. and Praxis Pharmaceuticals
              Australia Pty Ltd. (1)
--------------------------------------------------------------------------------
  10.2        Licence Agreement dated October 14, 1999 between          N/A
              Anutech Pty Ltd. and Praxis Pharmaceuticals Inc (1)
--------------------------------------------------------------------------------
  10.3        Shareholders Agreement dated as of October 15, 1999,      N/A
              between Praxis Pharmaceuticals Australia Pty Ltd.,
              Praxis Pharmaceuticals Inc., Perpetual Trustees
              Nominees Limited, and Rothschild Bioscience Managers
              Limited (1)
--------------------------------------------------------------------------------


                                       11

<page>




--------------------------------------------------------------------------------
REGULATION                                                           SEQUENTIAL
S-B NUMBER                     EXHIBIT                               PAGE NUMBER
--------------------------------------------------------------------------------
  10.4        1999 Stock Option Plan (1)                                N/A
--------------------------------------------------------------------------------
  10.5        Termination of License and Research & Development         N/A
              Agreement dated February 28, 2001 between Praxis
              Pharmaceuticals Inc. and Fairchild International
              Inc. (2)
--------------------------------------------------------------------------------
  10.6        Agreement dated June 6, 2001 between Clearcoll Pty        N/A
              Ltd and Praxis Pharmaceuticals International Pty
              Ltd (3)
--------------------------------------------------------------------------------
  10.7        Amendment to Termination Agreement between Praxis         N/A
              Pharmaceuticals Inc. and Fairchild International
              Inc. (4)
--------------------------------------------------------------------------------
  10.8        Shareholders Agreement dated August 23, 2002 among        N/A
              Praxis Pharmaceuticals Inc., Perpetual Trustees
              Nominees Limited, Rothschild Bioscience Managers
              Limited, CM Capital Investments Pty Ltd, CIBC Australia
              VC Fund LLC, Mooroolbark Technology Pty Ltd, The
              Australian National University and Pharmaxis Pty Ltd,
              Dr. William Cowden and Dr. Brett Cowden (4)
--------------------------------------------------------------------------------
   21         Subsidiaries of the registrant (1)                        N/A
--------------------------------------------------------------------------------
   99         Certification Pursuant to 18 U.S.C. Section 1350 as
              Adopted Pursuant to Section 906 of the Sarbanes-Oxley
              Act of 2002
--------------------------------------------------------------------------------

(1)  Incorporated by reference to the exhibits filed with the Registration
     Statement on Form 10-SB, file no. 0-28627.
(2)  Incorporated by reference to the exhibits filed to the registrant's current
     report on Form 8-K dated February 28, 2001.
(3)  Incorporated by reference to the exhibits filed to the registrant's  annual
     report on Form 10-KSB for the fiscal year ended May 31, 2001.
(4)  Incorporated by reference to the exhibits filed to the registrant's  annual
     report on Form 10-KSB for the fiscal year ended May 31, 2002.

           B)    REPORTS ON FORM 8-K:

                 None.


                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                  PRAXIS PHARMACEUTICALS INC.
                                  (Registrant)


Date:  January 20, 2003            By:  /s/ DAVID STADNYK
                                      ------------------------------------------
                                         David Stadnyk, President
                                         (Principal financial officer)

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<page>

                                                   CERTIFICATION

I, David Stadnyk, certify that:

1.       I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of Praxis
         Pharmaceuticals Inc.;

2.       Based  on  my  knowledge,  this quarterly  report does  not contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge,  the financial  statements, and other  financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

4.       The registrant's  other certifying  officers and I are responsible  for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material  information  relating   to   the   registrant,
                  including  its  consolidated  subsidiaries,  is made  known to
                  us by  others within those  entities,  particularly during the
                  period in which this quarterly  report is being prepared;

         b)       evaluated  the  effectiveness of the  registrant's  disclosure
                  controls and procedures as of a date  within  90 days prior to
                  the  filing  date  of  this  quarterly report (the "Evaluation
                  Date"); and

         c)       presented in this quarterly  report our conclusions  about the
                  effectiveness  of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent evaluation,  to the  registrant's  auditors  and the
         audit  committee  of  registrant's  board  of   directors  (or  persons
         performing the equivalent functions):

         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors  any material  weaknesses  in internal controls; and

         b)       any fraud, whether or not  material, that  involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether there were  significant  changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Date:    January 20, 2003

                                          /s/ David Stadnyk
                                          -------------------------------------
                                          David Stadnyk, Principal Executive and
                                          Financial Officer




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